7 Reasons to Use a C-Corp for Your New Business
One of the first decisions a small business owner faces is choosing the right form of entity for his or her company. The most popular form of business in recent years is the limited liability company...
View ArticleAre real estate fund managers required to be registered as investment advisers?
After my recent post regarding exemption from investment adviser registration of venture capital funds and small hedge funds, I had a number of people ask me about the status of real estate funds under...
View Article9 Reasons Why Your Business Needs a Buy-Sell Agreement
In any business with multiple owners, there is a good chance that at some point, one or more of those owners may no longer be affiliated with the company, whether by choice, death, bankruptcy, or...
View ArticleHow is an LLC governed differently from a corporation?
One of the first decisions new business owners face is what type of entity they should use to form their new company. Most likely, this involves a choice between a limited liability company (LLC) or a...
View ArticleShould new business owners incorporate in Delaware?
One question I frequently receive from people seeking to start a new business is whether they should incorporate that new business in Delaware. They frequently hear vague notions of the benefits of...
View ArticleShould new business owners incorporate in Nevada?
Previously, I wrote about the pros and cons of incorporating in Delaware as a small business owner. My conclusion was that, for most small companies, the disadvantages outweigh any advantages. In this...
View ArticleShould new business owners set up their business as a Wyoming LLC?
Previously, I have written about the advantages and disadvantages of incorporating in Delaware or Nevada as a small business owner. With regards to Delaware, my conclusion was that, for most small...
View ArticleHow the Federal Government Taxes LLCs
One of the benefits to using a limited liability company is the flexibility of being able to choose how the entity is taxed. After a new LLC is formed, its owners must decide the method by which they...
View ArticleDo managers of Delaware LLCs have the same fiduciary duties as directors of...
Recently, the Delaware Court of Chancery issued a ruling on the question of whether a manager (or managing member) of a Delaware limited liability company owes fiduciary duties to the company and its...
View ArticleWhen does a deal involve securities regulation? Part 1: Introduction
Business owners and attorneys without a securities background will often engage in transactions that, while on first blush do not involve securities regulation, but actually are a securities...
View ArticleWhen does a deal involve securities regulation? Part 2: The “Howey” Test
This post is the second in a series exploring when securities laws impact business transactions. In my previous post, I provided a general overview of the definition of a “security” under federal...
View ArticleWhen does a deal involve securities regulation? Part 3: Partnerships and...
This post is the third in a series exploring when securities laws impact business transactions. In my previous posts, I provided a general overview of the definition of a “security” under federal...
View ArticleRetaining Key Employees in a Privately-Held Company through Equity...
This post is the fourth in a series exploring techniques to attract and retain key employees, directors, and other service providers of privately held companies through equity-based compensation...
View ArticleLimited Liability Examined: Part 1 – Common Questions Related to Limited...
Do I need an LLC or corporation for my new business or is it safe to operate as a sole proprietor? Is purchasing insurance enough protection? If I form a limited liability company or corporation, is it...
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